Notice of Annual General Meeting Royal Dutch Shell plc
Circustheater, Circusstraat 4, 2586 CW The Hague, The Netherlands Tuesday May 21, 2019 at 10:00 (Dutch time)
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are in any doubt about what action to take, you should seek your own personal advice immediately from a financial adviser authorised under the Financial Services and Markets Act 2000 if you are in the UK or, if you are not, from another appropriately authorised financial adviser. If you have sold or transferred all your shares in Royal Dutch Shell plc (the “Company”), please give this document and the accompanying documents to the stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser.
SEE INSIDE FOR INFORMATION ABOUT THE SHAREHOLDER PRESENTATION IN LONDON
EC1045808_Shell_AR_2018_NOM_2019_VAW_05.indd 1 3/22/19 10:53 AM Contents 3 10 Chair’s Letter Directors’ biographies 4 18 Notice of Annual General Meeting Shareholder notes 6 21 Shareholder Resolution Attendance arrangements and Supporting Statement 22 7 Shareholder presentation, London Directors’ response to Shareholder Resolution 23 Appendix: proposed changes to 8 the Company’s Articles of Association Explanatory notes on resolutions
Cautionary note The companies in which Royal Dutch Shell plc directly and indirectly owns investments are separate legal entities. In this Notice of Annual General Meeting, the term “Company” is used to refer to Royal Dutch Shell plc; however, “Shell,” “we”, “us” and “our” are sometimes used for convenience where references are made to Royal Dutch Shell plc and/or its subsidiaries in general. These expressions are also used where no useful purpose is served by identifying the particular company or companies. Also in this Notice of Annual General Meeting, we refer to “Shell’s net carbon footprint,” which includes Shell’s carbon emissions from the production of our energy products, our suppliers’ carbon emissions in supplying energy for that production and our customers’ carbon emissions associated with their use of the energy products we sell. Shell only controls its own emissions but, to support society in achieving the Paris Agreement goals, aims to help and influence such suppliers and consumers to likewise lower theirs. The use of the terminology “Shell’s net carbon footprint” is for convenience only and not intended to suggest these emissions are those of Shell or its subsidiaries. Availability of documents The Company’s Annual Report and Form 20-F for the year ended December 31, 2018 can be found at www.shell.com/annualreport. The 2019 Notice of Annual General Meeting can be found at www.shell.com/AGM. If you would like to obtain, free of charge, a paper copy of any of these documents, please contact one of the following: United Kingdom +44 (0)121 415 7073 SPECIFICATIONS USA +1 888 301 0504 The paper used for this document is PlanoPlus, an FSC®-certified paper, E-communication produced from 100% virgin pulp (cellulose), If you are a registered shareholder and hold your shares in your own name, or you hold your shares in the Royal Dutch without recycling fibres. Shell Corporate Nominee, you can choose to view shareholder communications (for example, the Company’s Annual Report) by means of our website instead of receiving paper communications. If you opt for website communications This pulp is bleached with ECF technology. and provide us with your email address, by registering online at www.shareview.co.uk/clients/shell, you will be sent The inks used are vegetable oil based. a notification by email whenever such shareholder communications are added to our website, or in the absence of an email address you will be sent a notification by post. If you choose to view shareholder communications by means of our website, you may change your mind at any time or obtain, free of charge, a copy of the communication in paper form, by contacting our Registrar at the address below. Equiniti Aspect House Spencer Road Lancing West Sussex BN99 6DA United Kingdom 0800 169 1679 (UK) +44 (0)121 415 7073 Royal Dutch Shell plc Registered in England and Wales, Company number 4366849 Registered office: Shell Centre, London, SE1 7NA, United Kingdom Design: Conran Design Group Headquarters: Carel van Bylandtlaan 30, 2596 HR The Hague, The Netherlands Printer: Tuijtel under ISO 14001 Registered with the Dutch Trade Register under number 34179503
2 CONTENTS NOTICE OF ANNUAL GENERAL MEETING 2019
EC1045808_Shell_AR_2018_NOM_2019_VAW_05.indd 2 3/22/19 10:53 AM Chair’s letter
Shareholder Dear Shareholder, recommended Neil’s appointment to the Board Presentation, London I am pleased to invite you to the Company’s following its review of the skills, knowledge A presentation has been arranged for Annual General Meeting (“AGM”) which will and experience needed and a rigorous shareholders at 11:00 (UK time) on be held at the Circustheater, Circusstraat 4, and thorough search process. Neil brings a Thursday May 23, 2019 – two days after 2586 CW The Hague, The Netherlands on track record of strong operational exposure, the AGM – at Central Hall Westminster, Tuesday May 21, 2019. familiarity with capital intensive business Storey’s Gate, Westminster, London, and a first-class international perspective SW1H 9NH, United Kingdom. The As we did last year, we have also arranged on driving value in complex environments. presentation is not part of the AGM; a presentation in London two days after We are delighted he has agreed to join us. it is a separate meeting and, while all the AGM. The presentation is not part of the shareholders are invited to attend, it may AGM; it is a separate meeting and while I believe that the appointment and be of particular interest to UK resident all shareholders are invited to attend, it reappointments proposed in Resolutions 3 to shareholders who wish to hear about the may be of particular interest to UK resident 14 are in the best interests of the Company. Company’s progress and ask questions shareholders who wish to hear about the The biographical details of each Director in person. Chad Holliday, Chair, will be Company’s progress and ask questions in are given on pages 10 to 16, along with a present, along with Ben van Beurden, person. I will be present, along with Ben van summary of the outcome of our 2018 Board Chief Executive Officer, Jessica Uhl, Chief Beurden, Chief Executive Officer, Jessica Uhl, Evaluation on page 16 and an overview of Financial Officer and Linda Szymanski, Chief Financial Officer and Linda Szymanski, the skills and experience represented on the Company Secretary. Company Secretary. Board on page 17. I hope you will vote in support of these resolutions. Further details can be found on page 22. Business of the AGM The business to be conducted at the AGM Question and answer session is set out in this Notice with explanatory The AGM, and the London Shareholder notes concerning each of the resolutions. presentation, provide an opportunity for you AGM webcast The business is mainly of a routine nature for a to ask questions about the business set out in Shareholders unable to attend the listed company and your Board recommends this Notice and to raise other matters about AGM in person can watch via our that you vote in favour of Resolutions 1 to 21. the business of the Company. As Chair of the webcast which will be broadcast live However, we have received a shareholder AGM, I will endeavour to ensure that discussions at 10:00 (Dutch time), 09:00 (UK time) resolution pursuant to Section 338 of the remain relevant and that as many shareholders on Tuesday May 21, 2019 – the day Companies Act 2006 and your Board as possible have the opportunity to speak. of the AGM. Shareholders who wish recommends that you vote against this to follow the webcast should log on to resolution (Resolution 22) for the reasons Voting www.shell.com/AGM/webcast and set out on page 7. All resolutions for consideration at the AGM follow the online instructions. will be decided on a poll rather than a show The AGM will be conducted in English although of hands. This means that a shareholder has Further details can be found on page 19. there will be Dutch translation facilities available. one vote for every share held. If you are not able to come to the AGM in person, I would Directors urge you to vote by following the guidance In line with the UK Corporate Governance notes on pages 18 to 20. Code, all Directors will retire at the 2019 AGM and seek reappointment by shareholders. Yours faithfully, Shareholders will also be asked to vote on the appointment of Neil Carson as a Director of Chad Holliday the Company with effect from June 1, 2019. Chair The Nomination and Succession Committee March 13, 2019
NOTICE OF ANNUAL GENERAL MEETING 2019 CHAIR’S LETTER 3
EC1045808_Shell_AR_2018_NOM_2019_VAW_05.indd 3 3/22/19 10:53 AM Notice of Annual General Meeting
Notice is hereby given that the Annual Resolution 9 Resolution 18 General Meeting (“AGM“) of Royal Dutch That Gerard Kleisterlee be reappointed That if Resolution 17 is passed, the Board Shell plc (the “Company”) will be held at as a Director of the Company. be given power to allot equity securities the Circustheater, Circusstraat 4, 2586 CW (as defined in the Companies Act 2006) The Hague, The Netherlands at 10:00 Resolution 10 for cash under the authority given by that (Dutch time) on Tuesday May 21, 2019, That Roberto Setubal be reappointed resolution and/or to sell ordinary shares held for the purposes of considering the as a Director of the Company. by the Company as treasury shares for cash following business. Resolution 11 as if Section 561 of the Companies Act 2006 That Sir Nigel Sheinwald be reappointed did not apply to any such allotment or sale, Resolutions numbered 1 to 17 and 21 are being such power to be limited: proposed as ordinary resolutions and those as a Director of the Company. numbered 18 to 20 and 22 are being proposed Resolution 12 (A) as special resolutions. For ordinary resolutions That Linda G. Stuntz be reappointed to the allotment of equity securities and sale to be passed, more than half of the votes cast as a Director of the Company. of treasury shares for cash in connection must be in favour of the resolution, while in the with an offer of, or invitation to apply for, case of special resolutions at least three-quarters Resolution 13 equity securities: of the votes cast must be in favour. That Jessica Uhl be reappointed as a Director of the Company. (i) to ordinary shareholders in proportion Resolution 1 (as nearly as may be practicable) to their That the Company’s annual accounts for the Resolution 14 existing holdings; and financial year ended December 31, 2018, That Gerrit Zalm be reappointed together with the Directors’ report and the as a Director of the Company. (ii) to holders of other equity securities, as Auditor’s report on those accounts, be received. required by the rights of those securities or, Resolution 15 as the Board otherwise considers necessary, Resolution 2 That Ernst & Young LLP be reappointed as That the Directors’ Remuneration Report, Auditor of the Company to hold office until the and so that the Board may impose any limits excluding the Directors’ Remuneration Policy conclusion of the next AGM of the Company. or restrictions and make any arrangements set out on pages 119 to 147 of the Directors’ which it considers necessary or appropriate Remuneration Report, for the year ended Resolution 16 to deal with treasury shares, fractional December 31, 2018, be approved. That the Audit Committee be authorised entitlements, record dates, or legal or to determine the remuneration of the Auditor practical problems arising in any overseas Resolution 3 for 2019 on behalf of the Board. territory, the requirements of any regulatory That Neil Carson be appointed as a Director body or stock exchange or any other matter of the Company with effect from June 1, 2019. Resolution 17 whatsoever; and That the Board be generally and unconditionally Resolution 4 authorised, in substitution for all subsisting (B) That Ben van Beurden be reappointed authorities, to allot shares in the Company, to the allotment of equity securities or sale as a Director of the Company. and to grant rights to subscribe for or to of treasury shares (otherwise than under convert any security into shares in the paragraph (A) above) up to a nominal amount Resolution 5 Company, up to an aggregate nominal of €28.6 million, such power to apply until the That Ann Godbehere be reappointed amount of €190.3 million, and to list such earlier of the close of business on August 21, as a Director of the Company. shares or rights on any stock exchange, such 2020, and the end of the AGM to be held in Resolution 6 authorities to apply until the earlier of the 2020 but, in each case, prior to its expiry, That Euleen Goh be reappointed close of business on August 21, 2020, and the the Company may make offers, and enter into as a Director of the Company. end of the AGM to be held in 2020 (unless agreements, which would, or might, require previously renewed, revoked or varied by the equity securities to be allotted (and treasury Resolution 7 Company in a general meeting) but, in each shares to be sold) after the power expires and That Charles O. Holliday be reappointed case, during this period, the Company may the Board may allot equity securities (and sell as a Director of the Company. make offers and enter into agreements which treasury shares) under any such offer or would, or might, require shares to be allotted agreement as if the power had not expired. Resolution 8 or rights to subscribe for or to convert That Catherine Hughes be reappointed securities into shares to be granted after the as a Director of the Company. authority ends and the Board may allot shares or grant rights to subscribe for or to convert securities into shares under any such offer or agreement as if the authority had not ended.
4 NOTICE OF ANNUAL GENERAL MEETING NOTICE OF ANNUAL GENERAL MEETING 2019
EC1045808_Shell_AR_2018_NOM_2019_VAW_05.indd 4 3/22/19 10:53 AM Resolution 19 Resolution 21 Resolution 22 That, with effect from the conclusion of the That, in accordance with Sections 366 and Shareholder resolution meeting, the Articles of Association produced 367 of the UK Companies Act 2006 and in The Company has received notice pursuant to to the meeting, and initialled by the Chair of substitution for any previous authorities given the UK Companies Act 2006 of the intention the meeting for the purpose of identification, to the Company (and its subsidiaries), to move the resolution set forth on page 6 be adopted as the new Articles of Association the Company (and all companies that are and incorporated herein by way of reference of the Company in substitution for, and to the subsidiaries of the Company at any time at the Company’s 2019 AGM. The resolution exclusion of, the existing Articles of Association. during the period for which this resolution has been requisitioned by a group of has effect) be authorised to: shareholders and should be read together Resolution 20 with their statement in support of their proposed That the Company be authorised for the (A) resolution set forth on page 6. purposes of Section 701 of the Companies make political donations to political Act 2006 to make one or more market organisations other than political parties Your Directors consider that Resolution 22 is purchases (as defined in Section 693(4) not exceeding £200,000 in total per annum; not in the best interests of the Company and of the Companies Act 2006) of its ordinary and its shareholders as a whole and unanimously shares of €0.07 each (“ordinary shares”), recommend that you vote against Resolution such authority to be limited: (B) 22 for the reasons set out on page 7. incur political expenditure not exceeding (A) £200,000 in total per annum (in each case, By order of the Board to a maximum number of 815 million such terms have the meanings given in ordinary shares; Sections 363 to 365 of the Companies Act Linda M. Szymanski 2006). Company Secretary (B) March 13, 2019 by the condition that the minimum price which In the period for which this authority has effect, may be paid for an ordinary share is €0.07 it shall permit donations and expenditure by and the maximum price which may be paid the Company and its subsidiaries to a maximum for an ordinary share is the higher of: amount of £1,600,000; however, use of the authority shall always be limited as above. (i) an amount equal to 5% above the average This authority shall continue for the period market value of an ordinary share for the five ending on May 20, 2023 or the date of business days immediately preceding the day the Company’s AGM in 2023, whichever on which that ordinary share is contracted to is earlier. be purchased; and
(ii) the higher of the price of the last independent trade and the highest current independent bid on the trading venues where the purchase is carried out, in each case, exclusive of expenses;
such authority to apply until the earlier of the close of business on August 21, 2020, and the end of the AGM to be held in 2020 but in each case so that the Company may enter into a contract to purchase ordinary shares which will or may be completed or executed wholly or partly after the authority ends and the Company may purchase ordinary shares pursuant to any such contract as if the authority had not ended.
NOTICE OF ANNUAL GENERAL MEETING 2019 NOTICE OF ANNUAL GENERAL MEETING 5
EC1045808_Shell_AR_2018_NOM_2019_VAW_05.indd 5 3/22/19 10:53 AM Shareholder Resolution and Supporting Statement
Shareholders request the Company to set and Net-zero emissions publish targets that are aligned with the goal The goal of the Paris Climate Agreement is of the Paris Climate Agreement to limit global to limit global warming to well below 2°C warming to well below 2°C. above pre-industrial levels, to aim for a global net-zero-emission energy system, and to These targets need at least to cover the pursue efforts to limit the temperature increase greenhouse gas (GHG) emissions of the to 1.5°C. In 2018, the IPCC emphasised that Company’s operations and the use of its to limit global warming to 1.5°C, CO2 energy products (Scope 1, 2 and 3), and emissions must reach to net zero by 2050. to be intermediate and long-term. Scope 3 We request that the Company base these Emissions from energy products (Scope 3) targets on quantitative metrics such as GHG are crucial in the Paris Climate Agreement, intensity metrics (GHG emissions per unit of and we therefore support you to include these energy) or other quantitative metrics that the in your targets. In 2017, Royal Dutch Shell plc Company deems suitable to align their targets set the example by including Scope 3 in their with a well-below -2°C pathway. ambition to halve their carbon intensity by Shareholders request that annual reporting 2050. However, this ambition is not in line include information about plans and progress with a well-below -2°C pathway. This climate to achieve these targets (at reasonable cost resolution reflects our belief that we need targets and omitting proprietary information). that are truly aligned with a well-below -2°C pathway across the whole energy sector. You have our support. We therefore encourage the Company to Supporting Statement set targets that are inspirational for society, The oil and gas industry can make or break employees, and shareholders, allowing the the goal of the Paris Climate Agreement. Company to meet increasing demand for Therefore, oil and gas companies need the energy while reducing GHG emissions support of their shareholders to change to levels compatible with the global course: first to align their targets with the intergovernmental consensus specified Paris Climate Agreement, and second to by the Paris Climate Agreement. invest accordingly in the energy transition You have our support. to a net-zero-emission energy system.
Fiduciary duty We, the shareholders, understand this support to be our fiduciary duty. A growing international consensus has emerged among financial institutions that achieving the goal of Paris is essential to risk management and responsible stewardship of the world economy disrupted by devastating climate change.
6 SHAREHOLDER RESOLUTION AND SUPPORTING STATEMENT NOTICE OF ANNUAL GENERAL MEETING 2019
EC1045808_Shell_AR_2018_NOM_2019_VAW_05.indd 6 3/22/19 10:53 AM Directors’ response to Shareholder Resolution
Your Directors consider that Resolution 22 is not in the best interests of the Company and its shareholders as a whole and unanimously recommend that you vote against Resolution 22.
Your Directors consider that Resolution 22 is considered. As a result, the NCF ambition Considering the above, we recommend not in the best interests of the Company and was developed, using data from the IEA’s a vote against the resolution for the its shareholders, and unanimously recommend ETP 2°C scenario and Shell’s own Sky following reasons: that you vote against it. Contrary to what scenario, both of which are consistent with ■■ We have already established a recognized Follow This asserts, it is both unnecessary the objectives of the Paris Agreement, and and sector-leading framework to thrive and potentially counter-productive to Shell’s have been referenced in the IPCC’s recent in the energy transition as a world class industry-leading efforts and our commitment Special Report on Global Warming of investment, and to be a constructive actor to play a leading and constructive role in 1.5°C. Depending on society’s actions, contributing to society through the energy the energy transition. It is therefore not in this ambition is challenging but achievable. transition. Setting specific (shorter-term) the best interests of the Company and its Every five years, Shell will review the targets on NCF while maintaining our shareholders as a whole. updated Nationally Determined longer-term ambition, creates a measurable Shell agrees with the importance attached Contributions (NDCs) in line with the Paris and manageable incentive for management by its investors to the issue of climate change. Agreement mechanism, the updated scenarios to deliver on the ambition. This framework Shell’s future success depends on effectively on decarbonisation trajectories and any is consistent with the Paris goals and navigating the risks, opportunities and other developments to assess societal progress makes the proposed Follow This uncertainties presented by the energy in the energy transition. The outcome of this resolution unnecessary. transition. In November 2017, Shell review will be used to calibrate Shell’s NCF ■■ Crucially, our existing framework provides announced its ambition to reduce its Net ambition and pace of change in line with the flexibility to ensure Shell remains Carbon Footprint (NCF) associated with the that of society. The first such review is currently resilient in an uncertain energy transition energy products it sells, in step with society’s anticipated to take place after 2022. and can react in a timely manner to market drive to meet the goals of the Paris Agreement. Shell believes its efforts represent an developments. For example, as it becomes In a joint statement between the institutional effective framework to play its part in the clear which technologies our customers investors on behalf of Climate Action 100+1 energy transition as a growing, successful, prefer and how local policy choices will and Shell (released on December 3, 2018), commercial company, providing the energy play out in different countries, it will enable Shell announced that it will operationalize solutions that consumers will need and want us to invest successfully at scale with this ambition by setting NCF-specific through this period of uncertain change and confidence and stay in step with society, short-term targets, and that it will incorporate reducing the carbon intensity of the energy neither going too fast nor too slow. a link between energy transition and the products it supplies. Investing in assets that This will mean we stay in sync with our long-term remuneration of executives will remain financially resilient in the energy customers, which is essential for any (the full Remuneration Policy is subject system of the future is key to delivering a commercial business. While apparently to a shareholder vote at the 2020 AGM). world-class investment case to Shell’s investors. consistent with many of the key aspects In 2019, it was decided to set an NCF of our framework, the insistence of the target for 2021 of 2–3% lower than our 2016 Shell is growing its business in areas that proposed Follow This resolution on NCF of 79 grams of CO2-equivalent per it expects to be important in the energy long-term targets covering many megajoule. While we have received third transition, while reducing costs and seeking decades could be counter-productive, party limited assurance on our 2016 NCF, to improve its GHG performance. Shell’s imposing constraints on management we are currently re-evaluating our assurance NCF ambition will drive change across decision-making that would undermine processes to ensure that we will be able the portfolio, e.g. by growing its Integrated the flexibility we require. to obtain third-party assurance in parallel Gas, Chemicals, and New Energies with the projected timing of our future businesses. These are the areas where Your Directors recommend that shareholders NCF disclosures. Shell could see the highest increases in show their support for the existing framework demand over the next decade. As the Shell has created by voting against this Shell’s NCF ambition, combined with the world transitions to lower-carbon energy, resolution. Shell’s management is already other actions it is taking, is consistent with Shell also expects to continue to invest in shaping the path for a successful transition the Paris Agreement and is the right approach finding and producing the oil and gas that of the company and working with a range for a supplier of energy products which is a the world will need for decades to come. of stakeholders to encourage necessary fundamentally different position than one of This approach has been acknowledged change right across the energy system. an energy user. It recognises that there is no and strongly supported by numerous “one” way to get to the desired outcomes institutional investors as sector-leading, and a range of scenarios need to be setting the standard for the industry.
1 Climate Action 100+ is a five-year initiative led by investors to engage systemically important greenhouse gas emitters and other companies across the global economy that have significant opportunities to drive the clean energy transition and help achieve the goals of the Paris Agreement. To date, 310 investors with more than USD $32 trillion in assets under management have signed on to the initiative.
NOTICE OF ANNUAL GENERAL MEETING 2019 DIRECTORS’ RESPONSE TO SHAREHOLDER RESOLUTION 7
EC1045808_Shell_AR_2018_NOM_2019_VAW_05.indd 7 3/22/19 10:53 AM Explanatory notes on resolutions
Note to resolution 1 Pursuant to the UK Corporate Governance Note to resolution 18 Annual Report and Accounts Code, all Non-executive Directors have Disapplication of pre-emption rights The Board of Directors will present the received performance evaluations and were This resolution will be proposed as a special Company’s annual accounts for the financial considered to be effective in their roles and resolution, which requires at least three-quarters year ended December 31, 2018, together with to be committed to making available the of the votes cast to be in favour. It would give the Directors’ report and the Auditor’s report appropriate time for Board meetings and the Directors the authority to allot ordinary on those accounts. other duties. Please see the summary of shares (or sell any ordinary shares which the the 2018 Board evaluation on page 16. Company elects to hold in treasury) for cash Note to resolution 2 A full overview of the board evaluation without first offering them to existing shareholders Consideration and approval of the can be found on pages 100 and 101 of in proportion to their existing shareholdings. Directors’ Remuneration Report the Annual Report for the year ended Resolution 2 is an advisory vote and seeks December 31, 2018. This authority would be, similar to previous years, approval for the Directors’ Remuneration limited to allotments or sales in connection Report for the year ended December 31, The Board recommends that you support the with pre-emptive offers to ordinary shareholders 2018. The Report has been prepared and reappointment of each of the retiring Directors and offers to holders of other equity securities, is laid before the meeting in accordance standing for reappointment at the AGM. if required by the rights of those securities or with the Companies Act 2006. as the Board otherwise considers necessary, Note to resolutions 15 and 16 or otherwise up to an aggregate nominal Shareholders approved a resolution at the Reappointment of Auditor and determination amount of €28.6 (representing 407,945,723 2017 AGM in relation to the Directors’ of Auditor’s remuneration ordinary shares of €0.07 each). This Remuneration Policy. The Company must seek The Company is required to appoint an Auditor aggregate nominal amount represents, approval for a similar resolution each year for each financial year of the Company, to in accordance with institutional investor unless the policy is left unchanged, in which hold office until the conclusion of the next guidelines, approximately 5% of the issued case shareholder approval need only be general meeting at which accounts are laid ordinary share capital of the Company as at sought every three years. The approved before the Company. Resolution 15 proposes March 13, 2019, the latest practicable date policy is shown for information purposes in the reappointment of Ernst & Young LLP as the prior to publication of this Notice. In respect the Directors’ Remuneration Report, within Company’s Auditor and Resolution 16 seeks of this aggregate nominal amount, the Directors the Annual Report on pages 119 to 147. authority for the Audit Committee to determine confirm their intention to follow the provisions their remuneration on behalf of the Board. Note to resolution 3 of the Pre-Emption Group’s Statement of Principles regarding cumulative usage of Appointment of Director Note to resolution 17 The Board has proposed the appointment of Authority to allot shares authorities within a rolling three-year period Neil Carson as a Director of the Company This resolution would give the Directors the without prior consultation with shareholders. with effect from June 1, 2019. His biographical authority to allot ordinary shares or grant The authority will expire at the earlier of the details are given on page 16. rights to subscribe for or to convert any close of business on August 21, 2020, and the securities into ordinary shares up to an Note to resolutions 4 to 14 end of the AGM of the Company to be held aggregate nominal amount equal to €190.3 In line with the UK Corporate Governance in 2020. The Directors have no immediate million (representing 2,719,638,156 ordinary Code, all Directors will retire at the AGM plans to make use of this authority. shares of €0.07 each). This amount represents and seek reappointment by shareholders. approximately one-third of the issued ordinary The biographical details of those Directors share capital of the Company as at March 13, seeking reappointment are given on pages 2019, the latest practicable date prior to 10 to 16 along with a Statement from our publication of this Notice. The Company does Senior Independent director, Gerard not hold any shares in treasury as at the date Kleisterlee, regarding the tenure of our of this Notice. Chair (page 10). This authority complies with the guidelines issued by institutional investors.
The Directors’ authority under this resolution will expire at the earlier of the close of business on August 21, 2020, and the end of the AGM of the Company to be held in 2020. The Directors have no present intention to exercise the authority sought under this resolution, however the full authority gives the Directors flexibility to take advantage of business opportunities as they arise.
8 EXPLANATORY NOTES ON RESOLUTIONS NOTICE OF ANNUAL GENERAL MEETING 2019
EC1045808_Shell_AR_2018_NOM_2019_VAW_05.indd 8 3/22/19 10:53 AM Note to resolution 19 Ordinary shares purchased by the Company The Company has no intention of Adoption of new Articles of Association pursuant to this authority will either be changing its current practice of not making This resolution is proposed as a special cancelled or held in treasury. Treasury shares political donations or incurring political resolution which requires at least three are shares in the Company which are owned expenditure within the ordinary meaning quarters of the votes cast to be in favour. by the Company itself. The Company currently of those words and will not do so without It is proposed in Resolution 19 to adopt new has no ordinary shares in treasury. the specific endorsement of shareholders. Articles of Association (the “New Articles”) However, the Companies Act 2006 defines in order to update the Company’s current The minimum price, exclusive of expenses, “political organisations” widely to include, Articles of Association (the “Current Articles”), which may be paid for an ordinary share among other things, organisations which carry which were updated in May 2010, primarily is €0.07. The maximum price, exclusive of on or propose to carry on activities that are to reflect developments in best practice, and expenses, which may be paid for an ordinary capable of being reasonably regarded as provide additional clarification and flexibility. share is the higher of: (i) an amount equal to intended to affect public support for a political 5% above the average market value for an party or an independent election candidate in The principal changes introduced in the ordinary share for the five business days any EU member state or to influence voters in New Articles are summarised in the Appendix immediately preceding the date of the relation to any referendum in any EU member on page 23. Other changes, which are of a purchase; and (ii) the higher of the price of state. As a result, it is possible that political minor, technical or clarifying nature have not the last independent trade and the highest organisations may include, for example, been noted in the Appendix. The New Articles current independent bid on the trading venues bodies concerned with policy review and showing all the changes to the Current Articles where the purchase is carried out. law reform, with the representation of the are available for inspection, as noted on The Company has no warrants in issue business community or sections of it or with page 20, at www.shell.com/AGM and the representation of other communities or will also be available at the Annual in relation to its shares and no options to subscribe for its shares outstanding. special interest groups which it may be in the General Meeting. Company’s interest to support. The authority will expire at the earlier of the Note to resolution 20 Section 367 of the UK Companies Act 2006 Renewal of authority to make market close of business on August 21, 2020, and requires that the authority should specify the purchases of ordinary shares the end of the AGM of the Company to be maximum amount that the Company and its This resolution will be proposed as a special held in 2020. subsidiaries can spend on each category of resolution, which requires at least three-quarters Note to resolution 21 political donations or expenditure during the of the votes cast to be in favour. Authority is Authority for certain donations and four-year period. To ensure sufficient flexibility, sought for the Company to purchase up to expenditure the resolution provides that this maximum 10% of its issued ordinary shares (excluding This ordinary resolution seeks authority amount is £1,600,000 for the Company and any treasury shares), renewing the authority from shareholders to enable the Company its subsidiaries, in respect of each category, granted by the shareholders at previous (and its subsidiaries) to: over the whole period of the authority until its AGMs. The Board regards the ability to expiration in 2023. As stated in the resolution, repurchase issued shares in suitable ■■ make political donations to political the amount of expenditure by both the circumstances as an important part of the organisations other than political parties Company and its subsidiaries under the financial management of the Company. up to an aggregate of £200,000 per authority shall not exceed £400,000 in total annum; and The Directors confirm that they will exercise in any year. the ongoing buy-back authority only when, in ■■ incur political expenditure up to an Note to resolution 22 the light of prevailing market conditions, they aggregate of £200,000 per annum, Shareholder Resolution consider that such purchases would result in Resolution 22 is a special resolution and an increase in earnings per share and would in the European Union (“EU”) which it would has been requisitioned by a group of be in the best interests of the shareholders otherwise be prohibited from making or shareholders. It should be read together generally. The Board is making no incurring because of the Companies Act with their statement in support of their recommendation as to whether shareholders 2006. The Directors are seeking such proposed resolution. The shareholder should sell their ordinary shares in the Company. authority for a four-year period ending on resolution and supporting statement is given The Company purchased 183.7 million May 20, 2023, or the date of the Company’s on page 6 and the Directors’ response ordinary shares in the period from the last AGM in 2023, whichever is earlier. is given on page 7. AGM to March 13, 2019, under the existing authority. All shares purchased have been/ will be cancelled.
Your Directors consider that Resolutions 1 to 21 are in the best interests of the Company and its shareholders as a whole and unanimously recommend that you vote in favour of Resolutions 1 to 21. However, they consider that Resolution 22 is not in the best interests of the Company and its shareholders as a whole and unanimously recommend that you vote against Resolution 22 for the reasons set out on page 7.
NOTICE OF ANNUAL GENERAL MEETING 2019 EXPLANATORY NOTES ON RESOLUTIONS 9
EC1045808_Shell_AR_2018_NOM_2019_VAW_05.indd 9 3/22/19 10:53 AM Directors’ biographies
Career Board, served as Chair of the Corporate Charles (Chad) Holliday was appointed and Social Responsibility Committee and Chair of the Board of Royal Dutch Shell plc Member of the Remuneration Committee. with effect from May 19, 2015. He has a deep understanding of international He was Chief Executive Officer of DuPont strategic, commercial and environmental from 1998 to 2009, and Chairman from 1999 issues, and gained extensive experience in the to 2009. He joined DuPont in 1970 after areas of safety and risk management during receiving a B.S. in industrial engineering from his time with DuPont. During his time as Chair, Charles O. Holliday the University of Tennessee and held various he has been committed to developing and Chair manufacturing and business assignments, maintaining a strong dialogue with investors including a six-year Tokyo-based posting and other key stakeholders and has ensured Tenure as President of DuPont Asia/Pacific. that their views are considered during Board Chair – Four years (appointed Chair May 19, 2015) On Board – 8.5 years (appointed September 1, 2010) discussions and decision-making. He has He has previously served as Chairman of the also demonstrated a strong commitment Board Committee membership Bank of America Corporation, The Business to ensuring that the highest standards of Chair of the Nomination and Succession Committee Council, Catalyst, the National Academy of corporate governance, safety, ethics and Engineering, the Society of Chemical Industry compliance are maintained. Chad is a Outside interests – American Section and the World Business Presiding Director of HCA Holdings, Inc. Director particularly avid advocate of greater diversity, of Deere & Company. Member of the Critical Council for Sustainable Development. which is reflected in the Board’s current Resource’s Senior Advisory Panel. Member of the He is a founding member of the International diversity mix and increased diversity goals Royal Academy of Engineering. Business Council. across the Shell Group.
Age 71 Relevant skills and experience Chad’s performance has been evaluated by Chad has a distinguished track record as an Nationality US citizen the other Directors, led by Gerard Kleisterlee, international businessman. He was originally Deputy Chair and Senior Independent Director. appointed to the Board as a Non-executive Director in September 2010 and, prior to his May 2015 appointment as Chair of the
Chair tenure
Charles O. Holliday (Chad) was appointed Kleisterlee, our Senior Independent Director, appointments of the last two years, as well as Chair in 2015 after 4.5 years on the Board engaged with investors on this topic at as those that we will need to make in the next as a Non-executive Director. He will reach our governance event in December 2018 two years. a tenure of nine years in September 2019. and communicated our preference for Chad Holliday to remain as Chair until Further, the Board finds that his deep In January 2019, the New Code came into our 2021 AGM. understanding and knowledge of the force and with it came a new recommended Shell Group, coupled with the strong Shell tenure of the Chair. The New Code advises The Board believes that retaining Chad until relationships he has established, enable him that the Chair should not remain in post then would facilitate more effective phasing to effectively challenge management as well beyond nine years from the date of their of his succession. An earlier departure would as coach other Non-executive Directors on first appointment to the Board. However, be disruptive and could leave a significant the intricacies and nuances of the business, the New Code pragmatically acknowledges deficiency in Shell Board experience by thereby better equipping them to likewise the situation in which we find ourselves, 2020, when the current Senior Independent effectively challenge management and with a Chair approaching nine years, and if a Director and longest-serving Director will enhance overall governance. The Board clear explanation is provided, the New Code also have reached a nine-year tenure. has also achieved near gender parity and permits a limited time extension where this increased diversity under Chad’s leadership would support a Company’s succession plan The Board believes that Chad continues as Chair. and diversity policy, particularly in those to be a very effective Chair. He is well placed to lead the Board through cases where the chair was an existing Although the Board will continue to assess Non-executive Director on appointment. the next two years, which are critical to his objectivity, the Board is confident that succession planning, and to continue the The Nomination and Succession Committee, he continues to exercise objective judgment, strengthening of diversity among the Board and the Board, have discussed this New despite his tenure approaching nine years. and Senior Management. Code requirement at length. In addition, In fact, the Board finds the continuity of his corporate knowledge and experience The text relating to Chair tenure is provided the Company Secretary engaged with by Gerard Kleisterlee, Senior Independent Director. proxy advisory firms and some of our largest essential to complement and support the investors on the matter. Furthermore, Gerard new skills and experience of its Director
10 DIRECTORS’ BIOGRAPHIES NOTICE OF ANNUAL GENERAL MEETING 2019
EC1045808_Shell_AR_2018_NOM_2019_VAW_05.indd 10 3/22/19 10:53 AM Career Gerard’s business experience provides him Gerard was President/Chief Executive Officer with a broad and deep understanding of and Chairman of the Board of Management the geopolitical, strategic and commercial of Koninklijke Philips N.V. from 2001 to 2011. challenges an evolving business faces. Having joined Philips in 1974, he held several His experience – gained at Philips, Dell positions before being appointed as Chief and Vodafone, businesses that have seen Executive Officer of Philips’ Components significant changes in technology and division in 1999 and Executive Vice-President consumer behaviour – is a great asset to of Philips in 2000. the Board as Shell transitions to a lower- Gerard Kleisterlee carbon energy system. Deputy Chair and Senior Independent He was a member of the board of Directors Director of Dell Inc. from 2010 to 2013 and, a member Gerard is a seasoned leader, making him of the Supervisory Board of Daimler AG from ideally suited to his position as our Senior Tenure 2009 to 2014. From 2014 to 2016, he was Independent Director, Deputy Chair and 8.5 years (appointed November 1, 2010) a Non-executive Director of IBEX Global Chair of our Remuneration Committee. Board Committee membership Solutions plc. He raises the bar on the level of Board Chair of the Remuneration Committee and member debate, with his insightful, concise and of the Nomination and Succession Committee Relevant skills and experience direct questions. Gerard is a Dutch businessman with a Outside interests distinguished career with one of the largest Chairman of Vodafone Group plc, Chairman of the Supervisory Board of ASML Holding N.V. electronics companies in the world. Through a variety of senior roles, he was responsible Age 72 for operations in places such as Europe, Nationality Dutch Taiwan, China and Hong Kong. Gerard is also currently Chair of Vodafone, one of the UK’s largest global companies, which provides services to more than 500 million customers.
Career Since 2016, Ben has led Shell to deliver Ben was Downstream Director from January strong financial results, total shareholder to September 2013. Before that, he was returns and earnings per share. Ben has also Executive Vice President Chemicals from led Shell through ending the scrip dividend 2006 to 2012. In this period, he also served and the start of a $25 billion share buyback on the boards of a number of leading industry programme. Under his leadership Shell New associations, including the International Energies has been established and Shell Council of Chemicals Associations and the has announced industry-leading initiatives European Chemical Industry Council. Prior in response to the global challenge of the Ben van Beurden to this, he held a number of operational energy transition to a lower-carbon future, Chief Executive Officer and commercial roles in both Upstream including the introduction of Shell’s Net Tenure and Downstream, including Vice President Carbon Footprint ambition. Shell is now Five years (appointed January 1, 2014) Manufacturing Excellence. He joined Shell at the forefront of a cross-industry push to in 1983, after graduating with a Master’s reduce the greenhouse gas impact of natural Board Committee membership Degree in Chemical Engineering from Delft gas with the Methane Guiding Principles. N/A University of Technology, the Netherlands. Ben has led the Company to complete the Outside interests No external appointments Relevant skills and experience acquisition of BG Group and fully integrate Ben has over 35 years of Shell experience it into our operations, executed an impressive Age 60 and has built a deep industry understanding reshaping of our portfolio and completed Nationality Dutch and proven management experience across a divestment programme of $30 billion of the technical and commercial roles which he noncore assets, making the Shell Group simpler. has undertaken over his career.
NOTICE OF ANNUAL GENERAL MEETING 2019 DIRECTORS’ BIOGRAPHIES 11
EC1045808_Shell_AR_2018_NOM_2019_VAW_05.indd 11 3/22/19 10:53 AM Directors’ biographies Continued
Career perspective with 15 years of Shell experience: Jessica was Executive Vice President Finance she has held finance leadership roles in for the Integrated Gas business from January Europe and the USA, in Shell’s Upstream, 2016 to March 2017. Previously, she was Integrated Gas and Downstream businesses, Executive Vice President Finance for Upstream as well as in Projects & Technology. Americas from 2014 to 2015, Vice President Finance for Upstream Americas Jessica’s tenure as CFO has also been Unconventionals from 2013 to 2014, impressive. She was appointed not long after Vice President Controller for Upstream and the BG acquisition, when Shell’s debt, gearing Jessica Uhl Projects & Technology from 2010 to 2012, and development costs were high and when Chief Financial Officer Vice President Finance for the global the oil price was still recovering from the lower levels in 2016. In these challenging conditions, Tenure Lubricants business from 2009 to 2010, but with great enthusiasm, clarity and Two years (appointed March 9, 2017) and Head of External Reporting from 2007 to 2009. She joined Shell in 2004 in finance discipline, Jessica has been a leading force Board Committee membership and business development, supporting the in delivering on the financial promises Shell N/A Renewables business. had made to its shareholders, and with great success. In 2018 Shell delivered $39 billion in Outside interests No external appointments Prior to joining Shell, Jessica worked for Enron free cash flow ($28 billion in 2017). This made in the USA and Panama from 1997 to it possible for Shell to decrease its net debt Age 51 2003 and for Citibank in San Francisco, USA and gearing and increase shareholder Nationality US citizen from 1990 to 1996. She obtained an MBA distributions, following the removal of the at INSEAD in 1997. scrip dividend, and the start of the share buyback programme. Relevant skills and experience Jessica is a highly regarded executive with a track record of delivering key business objectives, from cost leadership in complex operations to M&A delivery. Jessica’s extensive experience combines an external
Career Ann’s highly relevant skills, particularly Ann started her career with Sun Life of in investment appraisal and financial risk Canada in 1976 in Montreal, Canada and management, are a welcome addition to joined M&G Group in 1981 where she served our Board and Audit Committee. Her long as Senior Vice President and Controller for international business career brings with it both life and health and property and an invaluable global perspective and casualty businesses throughout North understanding, which is reflected in the America. She joined Swiss Re in 1996 and insights and constructive challenges she served as Chief Financial Officer from 2003 brings to the boardroom. Ann Godbehere to 2007. From 2008 to 2009, she was interim Non-executive Director Chief Financial Officer and an Executive As part of her induction, Ann visited our Middle East and US Upstream operations. Tenure Director of Northern Rock bank in the initial These visits, combined with Ann’s 10 months (appointed May 23, 2018) period following its nationalisation. unquenchable thirst for knowledge, greatly Board Committee membership She served as a Non-executive Director of increased her understanding of Shell’s Member of the Audit Committee Prudential plc from 2007 to 2017 and British businesses, further strengthening the valuable American Tobacco plc from 2011 to 2018. contributions she had already been making Outside interests to the Board. More information on these visits Non-executive Director of UBS AG and UBS Group Relevant skills and experience AG since 2009 and 2014[A], respectively, and Rio can be found under Induction and Training Tinto plc and Rio Tinto Limited since 2010[B]. Senior Ann is a former CFO, a Fellow at the Institute within our Annual Report. Independent Director of Rio Tinto plc, Fellow of of Chartered Accountants, and has more the Institute of Chartered Professional Accountants than 25 years of experience in the financial [A] On February 25, 2019, UBS AG and UBS Group AG announced that Ann would not seek re-election at their and a Fellow of the Certified General Accountants services sector. She has worked her entire Annual General Meeting on May 2, 2019, after serving Association of Canada. career in international business and has lived 10 years on the Board. in or served on boards in nine countries. [B] On February 27, 2019, Rio Tinto plc and Rio Tinto Limited Age 63 announced that Ann would not seek re-election at their Although still in her first year with Shell, Annual General Meeting on April 10, 2019 and May 9, 2019 Nationality Canadian and British she has been adding exceptional value respectively, after 9 years on the Board. by bringing both her experience and new perspective to the Board.
12 DIRECTORS’ BIOGRAPHIES NOTICE OF ANNUAL GENERAL MEETING 2019
EC1045808_Shell_AR_2018_NOM_2019_VAW_05.indd 12 3/22/19 10:53 AM Career businesses. She is a champion of diversity Euleen is an Associate of the Institute of and constructively challenges the Board and Chartered Accountants in England and management to constantly raise the bar in Wales, a Fellow of the Singapore Institute of this area. Chartered Accountants and has professional qualifications in banking and taxation. She Being based in Singapore and as Chair held various senior management positions of the Risk Committee of the largest bank within Standard Chartered Bank and was in South East Asia, Euleen is close to key Chief Executive Officer of Standard emerging/growth markets for our business. Euleen Goh Chartered Bank, Singapore, from 2001 Euleen’s risk management expertise has Non-executive Director until 2006. elevated the Board’s deep deliberations around risk governance. Her extensive travel Tenure She has also held non-executive appointments around the world, through her various 4.5 years (appointed September 1, 2014) on various boards including Aviva plc, executive and non-executive roles, has Board Committee membership MediaCorp Pte Limited, Singapore Airlines equipped her with broad geopolitical insight Chair of the Audit Committee Limited, Singapore Exchange Limited, and significant knowledge of operating in Standard Chartered Bank Malaysia Berhad the Asian region. Outside interests and Standard Chartered Bank Thai plc. Chairman of SATS Limited. Non-executive Director Euleen leverages her great approachability of CapitaLand Limited, DBS Bank Limited, DBS She was previously Non-executive Chairman Group Holdings Limited and Temasek Trustees Pte of the Singapore International Foundation and financial acumen to pose probing and Limited[A]. Trustee of the Singapore Institute of and Chairman of International Enterprise insightful questions, both in and beyond the International Affairs Endowment Fund. Chairman Singapore and the Accounting Standards boardroom. This provides a strong foundation of the Governing Council of the Singapore Institute Council, Singapore. for her role as Chair of our Audit Committee of Management and Non-executive Director of and contributes to well-rounded and incisive Singapore Health Services Pte Limited, both of Relevant skills and experience Board discussions. which are not-for-profit organisations. Euleen’s current roles as Chair or Board [A] On April 1, 2019, Euleen is retiring from the Board of Temasek Age 63 Director of various international companies Trustees Pte Ltd. provide significant experience in the area Nationality Singaporean of strategy development and international
Career understanding of the industry. An engineer Catherine was Executive Vice President by training, she has also spent a significant International at Nexen Inc., from January 2012 part of her career working in senior human until her retirement in April 2013, where she resources roles. The Board highly regards her was responsible for all oil and gas activities perspectives on our industry and our most including exploration, production, important asset, our people. development and project activities outside Canada. She joined Nexen in 2009 as Vice Catherine has a strong track record of President Operational Services, Technology executing operational discipline with a focus Catherine J. Hughes and Human Resources. on performance metrics and a continual drive Non-executive Director for excellence. Her knowledge of the Prior to joining Nexen Inc., she was Vice technology underpinning oil and gas Tenure President Oil Sands at Husky Oil from 2007 operations, logistics, procurement and supply 1.5 years (appointed June 1, 2017) to 2009 and Vice President Exploration & chains benefits the Board greatly as it Board Committee membership Production Services, from 2005 to 2007. considers various projects and investment Member of the Corporate and Social Responsibility She started her career with Schlumberger or divestment proposals. Committee and member of the Remuneration in 1986 and held key positions in various Committee countries, including Italy, Nigeria, the UK, She also leverages her industry knowledge – combined with her commitment to the highest Outside interests the USA and France, and was President of Non-executive Director of SNC-Lavalin Group Inc. Schlumberger Canada Limited for five years. standards of corporate governance and She was a Non-executive Director of Statoil safety, ethics and compliance – in her Age 56 from 2013 to 2015. membership of our Corporate and Social Nationality Canadian and French Responsibility Committee, while leveraging Relevant skills and experience her human resources experience in her Catherine contributes her industry knowledge membership on the Remuneration Committee. and ease of engagement with other Directors and managers in the boardroom. With her 30 years of oil and gas sector experience, she brings a geopolitical outlook and deep
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EC1045808_Shell_AR_2018_NOM_2019_VAW_05.indd 13 3/22/19 10:53 AM Directors’ biographies Continued
Career He was instrumental in designing and then Roberto was Chief Executive Officer and executing a strategy that led to Itaú becoming Vice Chairman of the Board of Directors of the largest bank in Brazil. Itaú Unibanco Holding S.A. in Sao Paulo, Brazil, until April 2017. At that time, he retired His deep financial knowledge enables him as Chief Executive Officer and currently to make robust, demanding and constructive serves as Co-Chairman of the Board of challenges to our investment considerations Directors. Following a brief period with and helps to ensure that projects are aligned Citibank in New York, he joined Banco Itaú with our strategic intent. Roberto Setubal in 1984 where he held a variety of senior roles Non-executive Director Despite spending most of his life in Brazil, in investment banking, consumer credit Roberto has a strong understanding of Tenure operations and retail banking before being global business. Naturally, he also brings 1.5 years (appointed October 1, 2017) appointed Chief Executive Officer in 1994. an invaluable perspective and insight into Following the merger of Banco Itaú and Board Committee membership operating in his native country, a key growth Unibanco, he was appointed to the position Member of the Audit Committee market for Shell. His contributions also of President and Chief Executive Officer of demonstrate his strong advocacy for the Outside interests Itaú Unibanco Holding S.A. Previously, he highest standards of corporate governance, Member of the board of International Monetary was a Non-executive Director of Petrobas ethics and compliance. This, combined Conference (IMC), the Economic and Social S.A., President of the IMC and Vice-Chairman Development Council of the Presidency of Brazil, with his experience of operating in of the IIF. and the International Business Council of the challenging markets, helps to deepen World Economic Forum. He is also President of the Relevant skills and experience the Board’s analyses of difficult matters Fundação Itaú Social and a Member of the Executive with multi-faceted risks. Committee of the Instituto Itaú Cultural. Roberto brings significant experience in capital markets and financial services to Age 64 the Board and has a deep understanding Nationality Brazilian of international strategic management, commercial operations and risk management.
Career Sir Nigel brings a unique government policy Sir Nigel was a senior British diplomat who perspective to our strategic discussions served as British Ambassador to the USA particularly on topics such as the energy from 2007 to 2012, before retiring from the transition, which are strongly influenced by Diplomatic Service. Prior to this, he served the views of governments and a complex as Foreign Policy and Defence Adviser to range of interested parties. His many the Prime Minister and as British Ambassador contributions to the Board on this and other and Permanent Representative to the strategic and operational topics often reflect European Union in Brussels. He joined the interconnections between geopolitics, Sir Nigel Sheinwald GCMG the Diplomatic Service in 1976 and served business and external stakeholder engagement. Non-executive Director in Brussels, Washington, Moscow and in a He is used to operating in challenging Tenure wide range of policy roles in London. environments and is committed to active 6.5 years (appointed July 1, 2012) Since 2012, he has taken on a number of international business roles, and supported external engagement. This, and his Board Committee membership organisations involved in higher education understanding of public policy and regulatory Chair of the Corporate and Social Responsibility and international affairs. issues through his career in government Committee and member of the Remuneration service and membership of think tanks and Committee Relevant skills and experience university boards, makes him well suited Outside interests Sir Nigel’s distinguished track record including to the role of Chair of our Corporate and Non-executive Director of Invesco Limited and three of the most senior international roles Social Responsibility Committee. Raytheon UK. Senior Adviser to Tanium Inc. and to in British public service has given him broad the Universal Music Group. Visiting Professor and geopolitical and public policy experience, Council Member of King’s College, London. as well as knowledge of regulatory issues, Age 65 communications and stakeholder management. He has a global and strategic Nationality British outlook which enables him to identify emerging issues that could present geopolitical or reputational challenges.
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EC1045808_Shell_AR_2018_NOM_2019_VAW_05.indd 14 3/22/19 10:53 AM Career change and energy-related measures Linda is a founding partner of the law firm of to minimise greenhouse gas emissions. Stuntz, Davis & Staffier, P.C., which is based in Washington, DC[A]. Her law practice As a board director of publicly traded included energy and environmental regulation, companies for more than 25 years, Linda as well as matters relating to government has provided strategic and legal advice to support of technology development and many energy companies and has substantial transfer. She was a member of the US experience in overseeing and working with Secretary of Energy Advisory Board from businesses with operations around the world. Linda G. Stuntz 2015 to 2017, she chaired the Electricity She has a broad understanding of technology Non-executive Director Advisory Council of the US Department of and its development/commercialisation within our industry, from her work with the Tenure Energy from 2008 to 2009 and was a US government and on the Schlumberger 7.5 years (appointed June 1, 2011) member of the board of Directors of Schlumberger Limited from 1993 to 2010 board. She has significant knowledge and Board Committee membership and Raytheon Company from 2004 to 2015. understanding of cyber risks as a result of Member of the Corporate and Social Responsibility her Raytheon and Edison International Committee and member of the Nomination and From 1989 to 1993, she held senior policy board service. Succession Committee positions at the US Department of Energy, Linda’s unique background, coupled with Outside interests including Deputy Secretary. Director of Edison International her exceptional ability to frame clear Relevant skills and experience questions that tackle the key points of Age 64 Linda’s Harvard legal training and deep complex issues, helps deepen the Board’s Nationality US citizen practical legal experience bring unique constructive challenges and considerations and valuable expertise in energy-industry of critical industry-related matters, particularly and environmental law, as well as extensive those related to the energy transition. public policy experience, to our Board. [A] Linda retired from Stuntz, Davis & Staffier, P.C. in January 2019. This is conveyed through her in-depth knowledge of the gas and power industries and her work on issues related to climate
Career Relevant skills and experience Gerrit was an adviser to An economist by background, Gerrit’s PricewaterhouseCoopers during 2007, distinguished twelve-year service as the Chairman of the trustees of the International Minister of Finance to the Netherlands, Accounting Standards Board from 2007 to coupled with his experience gained from 2010, and an adviser to Permira from 2007 his time with ABN AMRO Bank, brings deep to 2008. He was Chief Economist of and valuable understanding of Dutch politics DSB Bank from July 2007 to January 2008, and financial markets to the Board. Chief Financial Officer from January 2008 His international financial management Gerrit Zalm to December 2008, and Chairman of the expertise and strategic development Non-executive Director Managing Board of ABN AMRO Bank N.V. experience also benefits the Audit Committee. Tenure from 2010 to 2016. He was Minister of A highly regarded and seasoned leader Six years (appointed January 1, 2013) Finance of the Netherlands, twice, from 1994 to 2002 and from 2003 to 2007. In between, in both the public and private spheres, Board Committee membership he was Chairman of the parliamentary party his significant experience in analysing financial Member of the Audit Committee and member commitments from both a wider public of the Remuneration Committee of the VVD. stakeholder and global business standpoint Outside interests Prior to 1994, he was head of the serves the Board well, particularly when Director of Moody’s Corporation in April 2018 Netherlands Bureau for Economic Policy considering investment proposals. Gerrit Analysis, a professor at Vrije Universiteit consistently and concisely articulates the logic Age 66 Amsterdam and held various positions at and reasoning behind his views, benefiting Nationality Dutch the Ministry of Finance and the Ministry both the Board and management. of Economic Affairs. He studied General His questions often trigger other analytical Economics at Vrije Universiteit Amsterdam questions from fellow Directors, which serves and received an Honorary Doctorate in to deepen and widen Board discussions. Economics from that university.
NOTICE OF ANNUAL GENERAL MEETING 2019 DIRECTORS’ BIOGRAPHIES 15
EC1045808_Shell_AR_2018_NOM_2019_VAW_05.indd 15 3/22/19 10:53 AM Directors’ biographies Continued
Career who optimise shareholder value. The Board Neil is a former FTSE 100 chief executive. fully supports his appointment and looks After completing an engineering degree, forward to welcoming him and benefiting Neil joined Johnston Matthey in 1980 where from his experience and perspectives. he held several senior management positions [A] Neil will retire from the board of TI Fluid Systems plc with effect in both the United Kingdom and United from the conclusion of its Annual General Meeting to be held in States, before being appointed Chief May 2019. Executive Officer in 2004. Since retiring from Johnston Matthey in 2014, Neil has focused Neil Carson his time on his Non-executive roles. Non-executive Director Relevant skills and experience Board Committee membership Neil is a highly experienced former FTSE 100 N/A chief executive with a broad industrial outlook Outside interests and a highly commercial approach with a Non-executive Chairman of Oxford Instruments plc; practical perspective on business. He brings Non-executive Chairman of TT Electronics plc; a track record of strong operational exposure, Non-executive Director of TI Fluid Systems plc[A] familiarity with capital-intensive business and a Age 61 first-class international perspective on driving value in complex environments. Nationality British Neil also currently serves as Honorary President of the Society for the Chemical Industry and was awarded an OBE for services to the Chemical Industry in 2016.
As a current non-executive chairman coupled with his executive experience, Neil understands what makes a board effective and how critical it is to work with executives
Board evaluation
The 2018 Board evaluation, was facilitated Committee members on Board performance, major shareholders and other stakeholders. internally, led by the Nomination and which had been provided in a separate The CEO and CFO confirmed the positive Succession Committee and focused on report, were also discussed. feedback received from wider Shell staff on three main areas: the effectiveness of the the Chair’s engagement style as well as his Board Strategy Day, the Board’s skills and The top priorities for the Board over clear respect for the boundary between experience, and the overall effectiveness the coming year were discussed and executive and non-executive responsibilities. of the Board, its Committees and the Chair. are provided in the Annual Report. Following surveys built around the output of A full overview of the Board evaluation, The Nomination and Succession Committee, can be found within the Governance section the previous year’s review, and taking into and the Board, considered that each director account the trends and themes that emerged of the Annual Report for the year ended continues to contribute effectively and December 31, 2018. from the Strategy Day Review conducted to demonstrate commitment to the role. earlier in the year, a report was prepared The 2019 Board evaluation will be with concise narrative and supporting The Deputy Chair discussed the evaluation externally facilitated. graphical data, including a series of report on the Chair’s performance. key recommendations for the Board. He summarised the strength of the positive ratings on such items as the Chair’s At its meeting in December, the performance communication and relationship with the of the Board as a whole and the Board CEO and other Directors, dealing with committees was discussed by the Nomination specific Director-related matters, availability and Succession Committee and subsequently outside of Board meetings, management by the full Board. Observations by Executive of Board meetings, and his relationship with
16 DIRECTORS’ BIOGRAPHIES NOTICE OF ANNUAL GENERAL MEETING 2019
EC1045808_Shell_AR_2018_NOM_2019_VAW_05.indd 16 3/22/19 10:53 AM Board diversity
Non-executive Director tenure Director nationality Gender diversity
0 to 3 years British 9% Canadian 18% Female 4 to 6 years Dutch 27% Brazilian 9% Male 7 to 9 years American 27% Singaporean 9%
Non-executive Director sector experience
Regulatory/Government affairs/Public policy Oil & gas/Extractives/Energy Strategy development
89% 56% 100%
Engineering/Industrial Consumer/Marketing Accounting and Finance
67% 89% 78%
NOTICE OF ANNUAL GENERAL MEETING 2019 BOARD DIVERSITY 17
EC1045808_Shell_AR_2018_NOM_2019_VAW_05.indd 17 3/22/19 10:53 AM Shareholder notes
1. Attendance and appointment 17, 2019. A shareholder’s voting entitlement THIS SECTION CONTAINS of a proxy will depend on the number of shares held INFORMATION RELATING If you wish to attend the AGM or appoint at that time. If the AGM is adjourned, such TO THE FOLLOWING: a proxy to attend, speak and vote on your entitlement is determined by reference to 1. Attendance and appointment of a proxy behalf, please see the relevant section below the Register of Members or the register of 2. Corporate representatives depending on the way you hold your shares. the Royal Dutch Shell Corporate Nominee 3. AGM webcast at 19:30 (Dutch time), 18:30 (UK time), two 4. Electronic voting and proxy appointment There are several ways in which Royal Dutch working days before the date of the 5. CREST electronic proxy appointment Shell plc ordinary shares or an interest in those adjourned AGM. 6. Audit concerns shares can be held. These include: 7. Shareholders’ right to ask questions ■■ A shareholder is entitled to appoint a proxy ■■ directly as registered shares in certificated 8. Shareholders’ rights under Sections 338 to exercise all or any of their rights to attend and 338A of the Companies Act 2006 or uncertificated form in a shareholder’s and to speak and vote on their behalf at the 9. Electronic publication own name; AGM. A shareholder may appoint more 10. Electronic addresses than one proxy in relation to the AGM, 11. Shares and voting rights ■■ indirectly through Euroclear Nederland 12. Documents available for inspection (via banks or brokers); provided each proxy is appointed to exercise the rights attached to a different share or ■■ through the Royal Dutch Shell shares held by that shareholder. A proxy need Corporate Nominee; not also be a shareholder. Proxy Forms and, for participants in the Royal Dutch Shell ■■ through another third-party nominee Corporate Nominee, Voting Instruction or intermediary company; or Forms, must reach the Company’s Registrar no later than 10:00 (Dutch time), 09:00 ■■ as a direct or indirect holder of either A or B (UK time) on Friday May 17, 2019. It is American Depositary Shares (ADSs) with the also possible to vote or register a proxy Depositary (JP Morgan Chase Bank N.A). appointment electronically as explained below. Shareholders who have completed Any person to whom this Notice is sent who is a Proxy Form or Voting Instruction Form may a person that has been nominated under Section still attend the AGM and vote in person 146 of the Companies Act 2006 to enjoy should they wish to do so, but they are information rights (“nominated persons”) does requested to bring the Admittance Card not have a right to appoint a proxy. However, with them to the AGM. a nominated person may, under an agreement with the registered shareholder by whom ■■ If a shareholder wishes to appoint multiple he or she was nominated, have a right to be proxies, he or she should contact the appointed (or to have someone else appointed) Registrar on 0800 169 1679 (UK) or +44 as a proxy for the AGM. Alternatively, if a (0) 121 415 7073 to obtain an additional nominated person does not have such a right, Proxy Form or, in the case of a participant in or does not wish to exercise it, he or she may the Royal Dutch Shell Corporate Nominee, have a right under any such agreement to a Voting Instruction Form. Alternatively, the give instructions to the registered shareholder shareholder may photocopy his or her Proxy as to the exercise of voting rights. Form or Voting Instruction Form. It will be necessary for the shareholder to indicate Shareholders with registered shares in their on each separate Proxy Form, or Voting own name or holding their shares through Instruction Form, the number of shares in the Royal Dutch Shell Corporate Nominee relation to which each proxy is authorised ■■ Registered holders of shares or shareholders to act. If a shareholder appoints more than who hold their shares in the Royal Dutch one proxy, he or she must ensure that no Shell Corporate Nominee, or their duly more than one proxy is appointed in appointed representatives, are entitled relation to any share. to attend, speak and vote at the AGM.
■■ If a shareholder does not specify how ■■ Entitlement to attend and vote at the AGM he or she wants the proxy to vote on the will be determined by reference to the particular resolutions, the proxy may vote or Company’s Register of Members. In order abstain as he or she sees fit. A proxy may to attend and vote at the AGM, a person also vote or abstain as he or she sees fit on must be entered on the Register of Members any other business which properly comes or the register of the Royal Dutch Shell before the AGM. Corporate Nominee no later than 19:30 (Dutch time), 18:30 (UK time) on Friday May
18 SHAREHOLDER NOTES NOTICE OF ANNUAL GENERAL MEETING 2019
EC1045808_Shell_AR_2018_NOM_2019_VAW_05.indd 18 3/22/19 10:53 AM ■■ If shares are held through the Royal Dutch Those who hold their ADSs beneficially and voting instructions are set out on the Shell Corporate Nominee and no voting through a bank or broker and wish to attend website, but please note the following: instructions are received or specified, the the AGM or have their votes cast on their Corporate Nominee will not cast the votes behalf should contact their bank or broker as This method of registering proxies is an attached to such shares. soon as possible. The Depositary, JP Morgan alternative to the traditional hard copy Chase Bank N.A., can be contacted on appointment of proxies, which will continue ■■ If two or more shareholders jointly hold telephone number +1 888 737 2377 (from unaltered. The electronic facility is available shares in the Company, each shareholder within the USA) or +1 651 453 2128 (from to all shareholders and those who use it will may attend, speak and vote at the AGM, outside the USA). Holders of ADSs wishing not be disadvantaged. appoint a proxy or give voting instructions. to attend the AGM will not receive an ■■ This facility provides for the electronic However, if more than one joint holder votes, Admittance Card and will therefore be asked appointment of a proxy and not direct appoints a proxy or gives voting instructions, to identify themselves at the AGM using a electronic voting. Accordingly, the person the only vote, appointment or voting instruction valid passport, identity card or driving licence. appointed as proxy will have to attend which will count is the vote, appointment or the AGM in person and vote on behalf voting instruction of the joint holder whose 2. Corporate representatives of the shareholder. name is listed first on the register. Any corporation that is a member can appoint one or more corporate representatives who ■■ No special software is required in addition Shareholders holding their shares through may exercise on its behalf all of its powers as to internet access. Euroclear Nederland (via banks or brokers) a member provided that they do not do so in Shareholders holding their shares through relation to the same shares. ■■ To register on the website www.sharevote. Euroclear Nederland B.V. (“Euroclear”) via 3. AGM webcast co.uk, it will be necessary to quote the banks and brokers are not included in the reference numbers which are set out on the Company’s Register of Members – such shares If you are unable to come to the AGM, you can watch via the webcast which will top of your Proxy Form or Voting Instruction are included in the Register of Members under Form, or your Notice of Availability. the name of Euroclear. be broadcast live at 10:00 (Dutch time), 09:00 (UK time) on the day of the AGM. These numbers are unique to the particular If shareholders who hold their shares through Shareholders who wish to follow the AGM holding and the 2019 AGM and contain Euroclear wish to: (i) attend the AGM; or (ii) via the webcast should log on to www.shell. special security aspects to prevent appoint a proxy to attend, speak and vote com/AGM/webcast and follow the online fraudulent replication. on their behalf; or (iii) give voting instructions instructions. The webcast is not interactive ■■ In the interests of security, the reference without attending the AGM, they must instruct and it is not possible to vote or ask numbers will not be reissued, so if you Euroclear accordingly. To do this, shareholders questions remotely. consider that you might want to register are advised to contact their bank or broker your proxy appointment or your voting as soon as possible and advise them which The webcast may include the question and instructions electronically after submitting of the three options they prefer. Alternatively, answer sessions with shareholders present the paper form, please retain a note of shareholders can choose such options at the AGM, as well as background shots the Voting ID, Task ID and Shareholder electronically by accessing the website of those present in the auditorium. We have Reference Number before dispatching www.abnamro.com/evoting and following also arranged for photographs to be taken the paper form. the online instructions. In all cases, the validity throughout the premises for the duration of the event to be kept in the Company’s photo library. of the instruction will be conditional upon ■■ An electronic appointment of a proxy or These photographs may be used in future ownership of the shares at no later than registration of voting instructions will not publications online or in print. If you attend 10:00 (Dutch time), 09:00 (UK time) be valid if sent to any address other than the AGM in person, you may be included in on Friday May 17, 2019. Any instruction, submission via www.sharevote.co.uk and photographs or in the webcast. Please note whether by hard copy or by electronic means, will not be accepted if found to contain that the photographs and broadcast footage must be received by this time. a virus. may be transferred outside the European Shareholders holding their shares through Economic Area. A copy of the company’s ■■ The final time for receipt of proxies is Euroclear and who indicate they wish to attend Privacy Notices privacy policy can be found 10:00 (Dutch time), 09:00 (UK time) the AGM will not receive an Admittance Card. on our website at www.shell.com/privacy. on Friday May 17, 2019. You may change They will therefore be asked to identify your appointment or voting instructions by themselves at the AGM using a valid passport, 4. Electronic voting and submitting a new form in either hard copy or identity card or driving licence. proxy appointment Registered shareholders and those who hold electronic form; however, the new form must Holders of American Depositary their shares through the Royal Dutch Shell be received by the Registrar by this final time. Shares (ADSs) Corporate Nominee who prefer to register If two valid Proxy Forms or Voting Instruction Registered ADS holders who wish to attend a proxy appointment with the Registrar Forms are received from the same shareholder the AGM or wish to have their votes cast on via the internet instead of by hard copy (sent before the relevant closing time, the one last their behalf should indicate accordingly on by post or by hand) may do so by accessing received will be counted. their Voting Instruction Form and return it to the website www.sharevote.co.uk. Details of the Depositary, JP Morgan Chase Bank N.A. how to register an electronic proxy appointment
NOTICE OF ANNUAL GENERAL MEETING 2019 SHAREHOLDER NOTES 19
EC1045808_Shell_AR_2018_NOM_2019_VAW_05.indd 19 3/22/19 10:53 AM 5. CREST electronic 6. Audit concerns be ineffective (whether by reason of proxy appointment Under Section 527 of the Companies Act inconsistency with any enactment or the CREST members who wish to appoint a proxy 2006, shareholders meeting the threshold company’s constitution or otherwise), (b) it is through the CREST electronic proxy appointment requirements set out in that section have the defamatory of any person, or (c) it is frivolous service may do so for the AGM and any right to require the Company to publish on or vexatious. Such a request may be in hard adjournment(s) thereof by using the procedures a website a statement setting out any matter copy form or in electronic form, must identify described in the CREST Manual. CREST relating to: (i) the audit of the Company’s the resolution of which notice is to be given personal members or other CREST sponsored accounts (including the Auditor’s report and or the matter to be included in the business, members, and those CREST members who the conduct of the audit) that are to be laid must be authenticated by the person or have appointed voting service provider(s), before the AGM; or (ii) any circumstance persons making it, must be received by the should refer to their CREST sponsor or voting connected with an auditor of the Company Company no later than Sunday April 7, 2019, service provider(s), who will be able to take ceasing to hold office since the previous being the date six clear weeks before the the appropriate action on their behalf. meeting at which annual accounts and reports AGM, and (in the case of a matter to were laid before the AGM in accordance be included in the business only) must be In order for a proxy appointment or instruction with Section 437 of the Companies Act accompanied by a statement setting out made using the CREST service to be valid, the 2006. The Company may not require the the grounds for the request. appropriate CREST message (a “CREST Proxy shareholders requesting any such website Instruction”) must be properly authenticated publication to pay its expenses in complying 9. Electronic publication in accordance with Euroclear UK & Ireland with Sections 527 or 528 of the Companies A copy of this Notice, and other information Limited’s specifications and must contain the Act 2006. Where the Company is required to required by Section 311A of the Companies Act information required for such instructions, as place a statement on a website under Section 2006, can be found at www.shell.com/AGM. described in the CREST Manual (available via 527 of the Companies Act 2006, it must www.euroclear.com). The message, regardless 10. Electronic addresses forward the statement to the Company’s Shareholders may not use any electronic of whether it constitutes the appointment of auditor no later than the time when it makes a proxy or an amendment to the instruction address in this Notice or any related documents the statement available on the website. (including the Chair’s Letter or Proxy Forms) given to a previously appointed proxy must, The business which may be dealt with at in order to be valid, be transmitted so as to to communicate with the Company about the AGM includes any statement that the proceedings at the 2019 AGM or the contents be received by the Registrar (ID RA 19) by the Company has been required, under Section latest time(s) for receipt of proxy appointments of this Notice other than for expressly 527 of the Companies Act 2006, to publish stated purposes. specified in this Notice. For this purpose, on a website. the time of receipt will be taken to be the time 11. Shares and voting rights (as determined by the timestamp applied to 7. Shareholders’ right to The total number of Royal Dutch Shell plc the message by the CREST Applications Host) ask questions ordinary shares in issue as at March 13, 2019, from which the Registrar is able to retrieve the Any shareholder attending the AGM has is 8,158,914,469 shares (being 4,413,427,738 message by enquiry to CREST in the manner the right to ask questions. The Company A shares and 3,745,486,731 B shares), and prescribed by CREST. After this time any must cause to be answered any such question 50,000 sterling deferred shares. The A shares change of instructions to proxies appointed relating to the business being dealt with at the and the B shares carry one vote each but the through CREST should be communicated to AGM but no such answer need be given if: sterling deferred shares have no voting rights. the appointee through other means. (i) to do so would interfere unduly with the The Company holds no shares in treasury. preparation for the AGM or involve the CREST members and, where applicable, their disclosure of confidential information; (ii) the 12. Documents available CREST sponsors or voting service providers, answer has already been given on a website for inspection should note that Euroclear UK & Ireland Limited in the form of an answer to a question; The following documents, which are available does not make available special procedures or (iii) it is undesirable in the interests of the for inspection during normal business hours at in CREST for any particular messages. Normal Company or the good order of the AGM the registered office of the Company on any system timings and limitations will therefore that the question be answered. See also weekday (public holidays excluded), will also apply in relation to the input of CREST Proxy “How to ask a question” on page 21. be available for inspection at the AGM from Instructions. It is the responsibility of the CREST 09:45 (Dutch time) on the day of the AGM member concerned to take (or, if the CREST 8. Shareholders’ rights under until the conclusion of the AGM: member is a CREST personal member or Sections 338 and 338A of sponsored member or has appointed a voting the Companies Act 2006 ■■ a copy of each Executive Director’s service provider(s), to procure that his CREST Under Section 338 and Section 338A of the contract of service; sponsor or voting service provider(s) take(s)) Companies Act 2006, shareholders meeting such action as shall be necessary to ensure the threshold requirements in those sections ■■ a copy of each Non-executive Director’s that a message is transmitted by means of have the right to require the Company: letter of appointment; and the CREST system by any particular time. (i) to give to shareholders of the Company In this regard, CREST members and, where entitled to receive Notice, notice of a ■■ a copy of the proposed new Articles of applicable, their CREST sponsors or voting resolution which may properly be moved and Association of the Company, and a copy of service providers, are referred in particular is intended to be moved at the AGM; and/or the existing Articles of Association marked to those sections of the CREST Manual (ii) to include in the business to be dealt with to show the changes being proposed in concerning practical limitations of the CREST at the AGM any matter (other than a Resolution 19. Shareholders should note, system and timings. proposed resolution) which may be properly however, that these documents will not included in the business. A resolution may remain available for inspection at the The Company may treat as invalid a CREST properly be moved or a matter may properly Company’s registered office after the date Proxy Instruction in the circumstances set out be included in the business unless (a) (in the of the AGM. in Regulation 35(5)(a) of the Uncertificated case of a resolution only) it would, if passed, Securities Regulations 2001.
20 SHAREHOLDER NOTES NOTICE OF ANNUAL GENERAL MEETING 2019
EC1045808_Shell_AR_2018_NOM_2019_VAW_05.indd 20 3/22/19 10:53 AM Attendance arrangements
Location, date and time Refreshments Security The AGM will be held at Circustheater, Tea and coffee will be served before There will be a security check in the reception Circusstraat 4, 2586 CW The Hague, the AGM and a sandwich lunch will be area at the venue, and a routine bag search The Netherlands on Tuesday May 21, 2019 available afterwards. will be undertaken. You will not be permitted at 10:00 (Dutch time). Registration is open to take liquids into the venue. Any other items from 08:30 (Dutch time). How to get there deemed to be inappropriate will be removed The nearest tram stop (called “Circustheater”) and stored until the end of the event. Although How to ask a question is opposite the venue. If travelling from either unlikely, body searches may also be in There will be dedicated question points Den Haag Hollands Spoor (HS) or The Hague operation. The use of electrical equipment located in the main auditorium. Ushers will be Centraal (CS) train stations, take tram 9. and cameras will not be permitted during available to direct you to the question points the AGM. and it is suggested that you sit in these areas Airport connections should you wish to raise a question. Rotterdam The Hague Airport Photography (www.rotterdamthehagueairport.nl/en/) As referenced as part of the Webcast note Voting is the nearest international airport to The above, we have arranged for photographs All resolutions for consideration at the AGM Hague, however, many travellers prefer to use to be taken throughout the premises for the will be decided by way of a poll rather than Amsterdam Schiphol Airport (www.schiphol.nl) duration of the AGM. These will be kept in the a show of hands. This means that a as it offers better public transport links. Company’s photo library. These photographs shareholder has one vote for every share held. may be used in future publications online or in It reflects the Company’s established practice Parking The car park is located at Nieuwe Parklaan. print. If you attend the AGM in person, you and ensures that shareholders, including may be included in photographs or in the shareholders who are not able to come to the Shareholders with special needs webcast. Please note that the photographs AGM in person, have their votes taken into There will be an induction loop system for those and broadcast footage may be transferred account. Poll cards will be distributed at the with hearing difficulties. Persons in wheelchairs outside the European Economic Area. AGM for the purposes of voting. should contact a member of staff on arrival. A copy of the company’s Privacy Notices Anyone accompanying a person in need can be found on our website at www.shell. of assistance will be admitted to the AGM. com/privacy.
ZWOLSESTRAAT
STRANDWEG SEA LIFE SCHEVENINGEN
HOLLAND CASINO SCHEVENINGEN
HARSTENHOEKWEG GENTSESTRAAT
BOSSCHESTRAAT CIRCUSTHEATER P
MAIN ENTRANCE BADHUISWEG
NIEUWE PARKLAAN STEVINSTRAAT
D’AUMERIESTRAAT GEVERS DEYNOOTWEG
MESSSTRAAT DIRK HOOGENRAADSTRAAT
NOTICE OF ANNUAL GENERAL MEETING 2019 ATTENDANCE ARRANGEMENTS 21
EC1045808_Shell_AR_2018_NOM_2019_VAW_05.indd 21 3/22/19 10:53 AM Shareholder presentation, London
Dear Shareholder, Location, date and time Parking The presentation will be held at Central Hall There is a car park located in Medway Street I would like to invite you to a presentation Westminster, Storey’s Gate, Westminster, just a few minutes from the venue. which will be held in London on Thursday London, SW1H 9NH, United Kingdom on May 23, 2019 (two days after the Company’s Thursday May 23, 2019 at 11:00 (UK time). Shareholders with special needs Annual General Meeting). I will chair the It is scheduled to last for approximately two There will be an induction loop system at the presentation, and will be joined by Ben van hours. Registration is open from 09:30 (UK time). meeting for those with hearing difficulties. Beurden, Chief Executive Officer, Jessica Uhl, Persons in wheelchairs should contact a member Chief Financial Officer and Linda Szymanski, Admission of staff on arrival. Anyone accompanying a Company Secretary. If you wish to attend the presentation, please person in need of assistance will be admitted take your Shareholder Presentation Admittance to the presentation. While all shareholders are invited to attend, Card with you which is attached to your AGM the presentation may be of particular interest Proxy or Voting Instruction Form or within your Security to UK resident shareholders who wish to hear Notice of Availability. If you do not have an There will be a security check in the reception about the Company’s progress and have the AGM Proxy or Voting Instruction Form or a area at the venue, and a routine bag search opportunity to ask questions in person. Notice of Availability, please contact the will be undertaken. You will not be permitted to take liquids into the venue. Any other items Yours faithfully, Company’s Registrar, Equiniti on 0800 169 1679 (UK) or +44 (0)121 415 7073. deemed to be inappropriate will be removed Chad Holliday and stored until the end of the event. Although Chair Registrar unlikely, body searches may also be in operation. Royal Dutch Shell plc The Company’s Registrar, Equiniti, will be The use of electrical equipment and cameras present to answer any questions or deal will not be permitted during the presentation. This presentation is not part of the with any share registration matters. 2019 Annual General Meeting (“AGM”) Photography of Royal Dutch Shell plc. Refreshments We have arranged for photographs to be Tea and coffee will be served before the taken throughout the premises for the duration presentation and a sandwich lunch will of the presentation. These will be kept in the be available afterwards. Company’s photo library. These photographs may be used in future publications online or in How to get there print. If you attend the presentation in person, Central Hall Westminster is located you may be included in photographs. Please approximately three minutes walk from note that the photographs and broadcast Westminster (Jubilee/District and Circle lines) footage may be transferred outside the and St James’s Park (District and Circle lines) European Economic Area. A copy of the Underground stations. company’s Privacy Notices can be found on our website at www.shell.com/privacy.
ST JAMES’S PARK WESTMINSTER
BIRDCAGE WALK A2314 L
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22 SHAREHOLDER PRESENTATION, LONDON NOTICE OF ANNUAL GENERAL MEETING 2019
EC1045808_Shell_AR_2018_NOM_2019_VAW_05.indd 22 3/22/19 10:53 AM Appendix
Further information and The Company will instead be required to send The New Articles would also allow the Explanatory notes regarding a notice to such shareholder after a 12 year Company to treat a dividend, or other payment amendments to the Company’s period has passed since the Company first relating to a share, as unclaimed if the relevant articles of association stopped making dividend payments to that shareholder does not supply payment Resolution 19 proposes the adoption of new shareholder and also take other reasonable information or if the dividend cannot be paid articles of association (the “New Articles”) steps to trace the relevant shareholder. by the Company using the details provided. to update the Company’s current articles of association (the “Current Articles”), which Participation in General Meetings and use Summary Financial Statements (Article 130) were adopted in May 2010. The New of Electronic Facilities and Satellite Meetings In line with current best market practice, the Articles reflect changes in applicable law or (Article 51) (with consequential changes to New Articles provide that the Company may current best market practice since the Current Articles 56, 59, 60 and 65) send strategic reports with supplementary Articles were adopted. The opportunity has The New Articles would allow for general materials to shareholders instead of the full also been taken to propose some clearer meetings, including annual general meetings accounts and reports. language in other parts of the New Articles. and/or adjourned meetings, to be held partly through an electronic platform alongside the Method of Service (Article 131) and Service The principal changes introduced in the physical general meeting, as permitted by the of Notices on Persons Entitled by Transmission New Articles are summarised in this Companies Act 2006 (as amended by the (Article 133) Appendix. Changes that are only minor, Companies (Shareholders’ Rights) Regulations In line with current best market practice, technical or clarificatory in nature are not 2009). Accordingly, the New Articles would the New Articles clarify the rules relating noted separately. The New Articles, marked allow for meetings to be held and conducted to service of notices or documents by the to show all the proposed amendments to the in such a way that persons who are not Company. In particular, they provide that the Current Articles, are available for inspection, present together at the same place may Company may choose not to serve a notice as noted on page 20 of this document, and attend, speak and vote at the meeting by or other document on a shareholder, or are also available on the Company’s website: electronic means. While it should be noted person entitled to a share by transmission, www.shell.com/AGM. that it is not the current intention of the Board residing overseas where doing so might cause to hold combined physical and electronic the Company disproportionate difficulties. Uncertificated Shares (Article 15) general meetings, the Board considers it For instance, where there might be legal, The New Articles clarify that no provision prudent for there to be sufficient flexibility in regulatory or practical problems in a of the New Articles will apply to the extent this regard. The New Articles would continue particular territory. it would be inconsistent with the Company to allow the Company to hold physical-only exercising any of its powers or functions or general meetings. However, in line with current doing anything through CREST. best market practice, the New Articles would Untraced Shareholders (Article 42) not permit electronic-only general meetings. The New Articles revise the provisions dealing Objections or Errors in Voting (Article 72) with the circumstances when, and on what Under the Companies Act 2006 (as terms, the Company may sell the shares of amended by the Companies (Shareholders’ a shareholder who is no longer cashing Rights) Regulations 2009), a proxy is required dividends and has not been for a period of to vote in accordance with instructions given at least 12 years (provided at least three to him or her by the registered shareholder by dividends have become payable during whom the proxy has been appointed. The that time), nor otherwise in touch with the New Articles clarify that the Company is not Company and who cannot reasonably be obliged to check whether a proxy has voted traced. The amendments to these provisions in accordance with the appointing shareholder’s are designed to safeguard shareholder rights instructions and confirm that his or her failure while not placing unduly onerous to vote in accordance with those instructions administrative obligations on the Company. will not invalidate any shareholder vote.
In particular, the New Articles dispense Payment Procedure (Article 121) with the requirement for the Company The New Articles include updated provisions to publish notices in local and national on payment procedures for dividends or other newspapers before selling shares belonging money payable in cash relating to shares. to any untraced shareholder. The newspaper These provisions grant the Board greater notification is very administrative, relies on flexibility in deciding the payment methods an individual reading the said paper on used and whether shareholders may make a specific given day, and can lead to an election to be paid otherwise than through a significant number of false claims. the default payment method. The Board considers it prudent for there to be increased flexibility in this regard.
NOTICE OF ANNUAL GENERAL MEETING 2019 APPENDIX 23
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